Document 40447

Partnership Agreement Involving Silent Partner
Agreement made on the ___________________ (date), between __________________
(Name of Partner) of __________________________________________________________
_________________ (street address, city, county, state, zip code), referred to herein as
Buyer, and ______________________ (Name of Silent Partner), of ____________________
________________________________________________________ (street address, city,
county, state, zip code), referred to herein as SP.
Whereas, Partner and SP desire to form a business partnership; and
Whereas, both parties desire that Partner shall manage and control the business, and
SP shall have no control over the business; and
SP shall not be identified with the business;
Now, therefore In consideration of the matters described above, and of the mutual
benefits and obligations set forth in this Agreement, the parties agree as follows:
Business and Duration
This Agreement is for the establishment of a business partnership to be called
________________________ (name of partnership), for the purposes of (description of
purpose) ___________________________________________________________________,
and to operate for a period of ______ (number of years) years, commencing on
_________________ (date of commencement), and terminating on _________________
(date of termination).
Place of Business
The principal place of business of the Partnership shall be ________________________
____________________________________________________ (street address, city, state,
zip code). The principal place of business may be relocated at any time by Partner on giving
______ (number) days' prior written notice of the change and the new location to SP.
Contributions of Parties
Partner shall contribute $_______________ in cash and property described as
(description of property) ______________________________________________________
_________________________________________, appraised at $_______________ in value,
to the capital of the Partnership. SP shall contribute $_______________ in cash and the use of
office and business facilities described as follows: (description of office and facilities)
_____________________________. The appraised value of the office and business facilities is
stipulated to be $_______________. Partner shall have a _______% interest and SP shall
have a _______% interest in the Partnership.
Additional Contributions
At any time a determination is made by a consensus of the parties that additional capital
is required by the Partnership, either to meet current and expected obligations or to finance
expanded operations, the parties shall contribute that share of the necessary amount in direct
proportion to their respective interests in the Partnership.
Interest on Contributions
All interest earned on any capital contributions made by the parties shall be payable in
its entirety to the Partnership capital account.
Duties of Partner
Partner shall be responsible for the complete management, control, and policies
pertaining to the operation and conduct of the business, including all personnel, purchasing,
sales, and contractual matters. Partner shall devote all of Partner's time to the operation and
management of the Partnership business. Partner shall not alter the capital of the Partnership,
reinvest profits, or incur indebtedness in excess of $____________ without the prior written
consent of SP.
Duties of SP
SP shall not participate in or interfere with the operation of the Partnership in any
manner. SP's name shall not be used in the firm name, nor shall there be any reference to SP's
name in the certificate for doing business under a fictitious name, if such certificate is required.
SP shall have the right at all reasonable times to examine all Partnership books and records.
All regular or normal business expenses, such as costs of materials, supplies, and
services, salaries, office and building operating expenses, advertising and promotional
expenses, and sales expenses shall be paid by the Partnership from gross income. If the
expenses cannot be paid for a period of (number) days, for lack of assets, additional
contributions shall be required from the parties as provided in Section 4.
Partner shall receive a monthly salary of $____________ in payment for Partner's
management services and work within the Partnership. SP shall receive no salary. Partner's
salary shall be paid from the Partnership gross income and deducted before any distribution of
profits or losses shall be made.
Salary Draw
Each of the parties shall be entitled to draw a monthly sum from the Partnership of
_______% of the share that the specific party received of the distributable profits for the
preceding year. The amount so drawn will be charged against the partner's share of the current
year's distributable profits, when distribution is made.
Profits and Losses
Within ________ (number) days after the close of the Partnership fiscal year, the net
profits or losses shall be divided between the parties in proportion to their interests in the
Partnership. The total amount distributed to each party shall be reduced by the total sum that
the party received as a draw during the fiscal year. The Partnership net profit shall be calculated
as follows: (description of method calculation of net profit) __________________________
Bank Accounts
The Partnership shall maintain a business bank account in the name of the firm at
_____________________________ (name of bank), located at ________________________
____________________________________________________________ (address of bank).
Partner shall be authorized to sign all business checks solely and separately.
Books and Records
Partner shall maintain a complete and accurate set of records and books of all financial
transactions of the Partnership. These books and records shall be audited annually by an
independent certified public accountant, and all books and records shall be open for an
inspection by SP at all reasonable times.
Partnership’s fiscal year shall commence on _________________ (date) and terminate
on _________________ (date) each year. Within _______ (number) days after the close of
each fiscal year an annual inventory and accounting shall be commenced. The results of the
annual inventory and accounting shall be used to determine the annual net profits or losses for
distribution as specified in Section 11. Special audits or accountings of the Partnership records
may be conducted at any time either party determines a necessity for an audit or accounting.
A policy of insurance on the lives of Partner and SP in the form of a cross-purchase
Agreement shall be procured from _______________________________(name of insurance
company). The minimum provisions of the policy shall be as provided in Exhibit A, which is
attached and incorporated by reference.
Mandatory Arbitration
Any dispute under this Agreement shall be required to be resolved by binding arbitration
of the parties hereto. If the parties cannot agree on an arbitrator, each party shall select one
arbitrator and both arbitrators shall then select a third. The third arbitrator so selected shall
arbitrate said dispute. The arbitration shall be governed by the rules of the American Arbitration
Association then in force and effect.
Death of a Partner
Partner shall immediately authorize an accounting on the death of SP, and a valuation
of SP's proportional share shall be made. The valuation shall be determined by an appraisal of
SP's share, including SP’s share of Partnership goodwill. Partner shall use the insurance
proceeds provided for in Section 14 to pay the estate of SP, and subsequently may continue
the business. On the death of Partner, SP shall immediately proceed to dissolve the
Partnership and wind up operations. The proportionate share of the Partnership owed to
Partner shall be paid to Partner's estate. The surviving Partner shall apply the proceeds of any
insurance policies on decedent Partner to the purchase of decedent Partner's interest.
On the death of SP, the value of Partnership goodwill shall be determined by calculating
________ (number of times) times the average net profit for the preceding _______ (number)
years of Partnership operation. SP estate shall be entitled to ______% of that calculated value.
Goodwill shall not enter into any other calculation of the value of the Partnership for whatever
Dissolution, Termination, and Winding Up
Partnership shall be dissolved either on the death of Partner or on the bankruptcy of the
Partnership, or the Partnership shall terminate at the expiration of the Partnership term. Within
_______ (number) days after a determination to dissolve or terminate is made, a procedure to
wind up the Partnership business shall be implemented, and winding up shall be completed
within a reasonable time. No distribution of profit or loss shall be made during the period of
winding up until the procedure has been completed, at which time the profits and losses shall be
calculated in the final determination for distribution of Partnership assets.
The invalidity of any portion of this Agreement will not and shall not be deemed to affect
the validity of any other provision. If any provision of this Agreement is held to be invalid, the
parties agree that the remaining provisions shall be deemed to be in full force and effect as if
they had been executed by both parties subsequent to the expungement of the invalid provision.
No Waiver
The failure of either party to this Agreement to insist upon the performance of any of the
terms and conditions of this Agreement, or the waiver of any breach of any of the terms and
conditions of this Agreement, shall not be construed as subsequently waiving any such terms
and conditions, but the same shall continue and remain in full force and effect as if no such
forbearance or waiver had occurred.
Governing Law
This Agreement shall be governed by, construed, and enforced in accordance with the
laws of the State of ______________.
Any notice provided for or concerning this Agreement shall be in writing and shall be
deemed sufficiently given when sent by certified or registered mail if sent to the respective
address of each party as set forth at the beginning of this Agreement.
Entire Agreement
This Agreement shall constitute the entire agreement between the parties and any prior
understanding or representation of any kind preceding the date of this Agreement shall not be
binding upon either party except to the extent incorporated in this Agreement.
Modification of Agreement
Any modification of this Agreement or additional obligation assumed by either party in
connection with this Agreement shall be binding only if placed in writing and signed by each
party or an authorized representative of each party.
Assignment of Rights
The rights of each party under this Agreement are personal to that party and may not be
assigned or transferred to any other person, firm, corporation, or other entity without the prior,
express, and written consent of the other party.
In this Agreement, any reference to a party includes that party's heirs, executors,
administrators, successors and assigns, singular includes plural and masculine includes
WITNESS our signatures as of the day and date first above stated.
(Printed name)
(Signature of Partner)
(Printed name)
(Signature of Silent Partner)